Business Inscription Contract

BUSINESS INSCRIPTION CONTRACT

This Business Inscription Contract (the "Agreement") is entered into effective as of by and between ("Service Provider") and ("Client"). The Service Provider and Client may each be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Client desires to secure inscription and related business identification services for signage, directories, digital listings and comparable inscription media; and

WHEREAS, the Service Provider represents that it has the professional capability and experience to perform the inscription services described in this Agreement under the terms and conditions set forth herein; and

WHEREAS, the Parties wish to set forth their respective rights and obligations in writing.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the total amount of USD for the services set forth in this Agreement.

Late payments shall incur interest at the rate of on any past-due balance, calculated monthly, plus reasonable collection costs.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either Party may terminate immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a Party to the other Party, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, customer lists, pricing, designs, specifications, and proprietary methods relating to inscriptions and branding.

The receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) use Confidential Information solely to perform its obligations under this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, the Service Provider grants to the Client a non-exclusive, non-transferable license to use inscription designs and deliverables for the locations and purposes set forth in this Agreement upon full payment. Service Provider retains ownership of its pre-existing materials, methodologies and general know-how. Any bespoke designs created specifically for the Client shall be deemed work made for hire to the extent permitted by law; otherwise ownership shall transfer to the Client upon full payment, with Service Provider retaining a royalty-free right to display the work for portfolio and marketing purposes unless Client expressly objects in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any Schedules or attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, understandings and agreements, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

MISCELLANEOUS

Each Party warrants that it has the full right and authority to enter into this Agreement. Neither Party shall assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or to a successor in interest in connection with a sale of substantially all of its business assets relating to this Agreement. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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